China Biopharma (CBPC) 10QSB 2007 Q3 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

Commission file number: 000-50005

CHINA BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

Delaware	04-3703334
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

31 Airpark Road
Princeton, NJ	08540
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (609) 651-8588

Not Applicable

(Former name, former address and former

fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 157,109,089 shares of common stock, stated value $.0001 per share, outstanding as of November 13, 2007.

Transitional Small Business Disclosure Format (Check one):YES o NO x

CHINA BIOPHARMA, INC.

- INDEX -

	Page
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements		3
Consolidated Balance Sheet as of September 30, 2007 (unaudited)		3
Consolidated Statements of Operations for the three and nine Months Ended September 30, 2007 and 2006 (unaudited), and for the Period from September 13, 2000 (Date of Inception) to September 30, 2007 (unaudited)		4
Consolidated Statements of Cash Flows for the nine Months Ended September 30, 2007 and 2006(unaudited), and for the Period from September 13, 2000 (Date of Inception) to September 30, 2007 (unaudited)		6
Notes to Consolidated Financial Statements, September 30, 2007 and 2006		7
Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations		11
Item 3. Controls and Procedures		20
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Submission of Matters to a Vote of Security Holders		21
Item 5. Other Information		21
Item 6. Exhibits		21
Signatures		22

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2007

(UNAUDITED)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	678,275
Accounts receivable, net of bad debt reserve of $30,128		447,724
Inventory		253,072
Due from related parties		41,038
Other receivables		1,088,577
Advance payments		2,190,361
Prepaid expenses and other current assets		18,980
Total Current Assets		4,718,027
PROPERTY AND EQUIPMENT, NET		62,504
INTANGIBLES -GOODWILL		1,761,050
OTHER ASSETS
Deferred compensation		173,538
Other sundry assets		609
Total Other Assets		174,147
Total Assets	$	6,715,728
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,036,617
Current portion of long-term debt		1,814,286
Other payables		458,367
Due to affiliates		139,515
Due to officers		1,017,016
Total Current Liabilities		5,465,801
LONG TERM DEBT		285,714
MINORITY INTEREST		2,126,727
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, stated value $.0001, 200,000,000
shares authorized; 132,228,618 shares issued and
outstanding		13,223
Additional paid-in capital		12,300,000
Deficit accumulated during the development stage		(13,703,228	)
Accumulated other comprehensive income		227,491
Total Stockholders' Equity (Deficit)		(1,162,514	)
Total Liabilities And Stockholders' Equity	$	6,715,728

The accompanying notes are an integral part of these consolidated financial statements.

3

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended September 30,
	2007			2006
REVENUE	$	161,691		$	-
COST OF GOODS SOLD		153,747			-
GROSS PROFIT		7,944			-
OPERATING EXPENSES
Selling, general and administrative, (including share-based		298,515			166,365
payments of $12,594 and $148,300, respectively)
LOSS FROM OPERATIONS		(290,571	)		(166,365	)
OTHER INCOME (EXPENSE)
Interest income (expense), net		(44,836	)		-
Total Other Income (Expense)		(44,836	)		-
LOSS BEFORE MINORITY INTEREST		(335,407	)		(166,365	)
MINORITY INTEREST		(98,951	)		-
NET LOSS		(236,456	)		(166,365	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of tax		65,214			-
COMPREHENSIVE LOSS		($171,242	)		($166,365	)
LOSS PER COMMON SHARE, BASIC		($ 0.00	)		($ 0.00	)
LOSS PER COMMON SHARE, DILUTED		($ 0.00	)		($ 0.00	)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, BASIC		102,338,737			85,520,000
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, DILUTED		102,338,737			85,520,000

The accompanying notes are an integral part of these consolidated financial statements.

4

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(UNAUDITED)

							For the Period From
	For the Nine Months Ended September 30,						September 13, 2000(Date of Inception) to
	2007			2006			September 30, 2007
REVENUE	$	410,390		$	-		$	3,151,110
COST OF GOODS SOLD		383,195			-			2,222,800
GROSS PROFIT		27,195			-			928,310
OPERATING EXPENSES
Selling, general and administrative (including share-based
payments of $165,458, $168,542, and $2,922,034, respectively)		1,446,402			481,425			14,125,086
LOSS FROM OPERATIONS		(1,419,207	)		(481,425	)		(13,196,776	)
OTHER INCOME (EXPENSE)
Loss on disposal of subsidiary, net of tax		-			(48,142	)		-
Sale of net operating loss carryforwards		-			-			216,247
Interest income (expense), net		(157,048	)		-			(122,749	)
Non operating expenses		-			-			(364,452	)
Non operating income		21,277			-			21,937
Total Other Income (Expense)		(135,771	)		(48,142	)		(249,017	)
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE		(1,554,978	)		(529,567	)		(13,445,793	)
IN ACCOUNTING PRINCIPLE
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING		-			-			(324,167	)
PRINCIPLE, NET OF TAX
LOSS BEFORE MINORITY INTEREST		(1,554,978	)		(529,567	)		(13,769,960	)
MINORITY INTEREST		(126,866	)		-			(66,732	)
NET LOSS		(1,428,112	)		(529,567	)		(13,703,228	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of tax		134,641			-			227,489
COMPREHENSIVE LOSS		($1,293,471	)		($529,567	)		($13,475,739	)
LOSS PER COMMON SHARE, BASIC		($ 0.01	)		($ 0.01	)
LOSS PER COMMON SHARE, DILUTED		($ 0.01	)		($ 0.01	)
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, BASIC		102,338,737			85,455,000
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING, DILUTED		102,338,737			85,455,000

The accompanying notes are an integral part of these consolidated financial statements.

5

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							For the Period From
	For the Nine Months Ended September 30,						September 13, 2000(Date of Inception) to
	2007			2006			September 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		($1,428,112	)		($529,567	)		($13,703,228	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		21,872			19,043			548,056
Cumulative effect of change in accounting principle		-			-			324,167
Minority interest		(126,866	)		-			(66,732	)
Provision for doubtful accounts		(23,492	)		-			30,128
Gain on foreign currency translation		-			-			(3,526	)
Loss on disposal of subsidiaries, net of tax		-			48,142			48,142
Stock-based interest payment		149,397			-			149,397
Share based payment		165,458			173,542			3,076,528
Changes in assets and liabilities:
Accounts receivable		517,324			25,731			(463,526	)
Inventory		(253,072	)		-			(253,072	)
Due from related parties		110,496			(69,465	)		(41,038	)
Other receivables		(795,999	)		-			(795,999	)
Advance payments		(60,831	)		-			(60,831	)
Prepaid expenses and other current assets		(18,980	)		39,074			(18,980	)
Deferred compensation		(44,232	)		-			(44,232	)
Other sundry assets		(609	)		39,816			(609	)
Accounts payable and accrued expenses		(686,199	)		374,755			2,036,617
Other payables		458,368						458,368
Other liabilities		(43,110	)		(136,167	)		-
Due to affiliates		139,515			-			139,515
Total Adjustments		(490,960	)		514,471			5,062,373
Net Cash Used In Operating Activities		(1,919,072	)		(15,096	)		(8,640,855	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in unconsolidated subsidiary		-			-			(409,832	)
Purchase of property and equipment		5,693			(5,876	)		(256,419	)
Net Cash Provided (Used) By Investing Activities		5,693			(5,876	)		(666,251	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock		-			-			1,898,583
Repurchase of treasury stock		-			(432	)		(432	)
Net proceeds from private placement of preferred stock		-			2,000			4,000,000
Net proceeds from exercise of stock options		4,985			-			4,985
Net proceeds from convertible debt		-			-			3,000,000
Proceeds from officers’ advances		60,299			-			934,741
Net Cash Provided By Financing Activities		65,284			1,568			9,837,877
EFFECT OF FOREIGN CURRENCY CONVERSION
ON CASH		218,571			(33,581	)		147,504
NET INCEASE (DECREASE) IN CASH		(1,629,524	)		(52,985	)		678,275
CASH AND CASH EQUIVALENTS - BEGINNING		2,307,799			63,608			-
CASH AND CASH EQUIVALENTS - ENDING	$	678,275		$	10,623		$	678,275

The accompanying notes are an integral part of these consolidated financial statements.

6

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

(UNAUDITED)

NOTE 1 - INTERIM FINANCIAL STATEMENTS

These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2006, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2006.

NOTE 2 - ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and with the requirements of Form 10-QSB and Item 310 of Regulation S-B of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included.

NOTE3 - LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENT PLANS

Throughout September 30, 2007, the Company had incurred development stage losses totaling $13,703,228 and net cash used in operating activities of $8,640,855. At September 30, 2007, the Company had $678,275 of cash and cash equivalents and $447,724 of net accounts receivable to fund short-term working capital requirements.

The Company’s ability to continue as a going concern and its future success is dependent upon its ability to raise capital in the near term to 1) satisfy its current obligations, 2) continue its business efforts, and 3) successfully deploy and market its products on a wide scale.

NOTE 4 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

					For the period from
					September 13, 2000
	September 30,				(date of inception) to
	2007		2006		September 30, 2007
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	3,773

As indicated in Note 5, the Company issued common stock to satisfy its payment obligation in long-term debt.

NOTE 5 - STOCKHOLDERS' EQUITY

On January 24, 2006, the Company granted 2,701,000 options of which 1,901,000 are fully vested, to purchase shares of common stock at an excise price of $0.52 to officers, employees and consultants of the Company.

7

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

(UNAUDITED)

NOTE 5 - STOCKHOLDERS' EQUITY (continued)

On April 7, 2006, the Company entered into a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding capital stock of CBL, which has rights to invest in Tianyuan Bio-Pharmaceuticals Company, Ltd. and Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”). The Company issued a total of 3,000,000 shares of restricted common stock in exchange for 100% of the outstanding capital of CBL.

In December 2006, the Company amended its Certificate of Incorporation to increase the number authorized shares of its common stock from 100,000,000 to 200,000,000.

In January 2007, one employee of the Company exercised stock options to purchase 25,000 shares of the common stock of the Company at exercise price of $0.20 per share. The Company received total net proceeds of $4,985.

In March 2007, the Company issued an aggregate of 1,438,703 shares of common stock to the holders of the Secured Convertible Promissory Notes as conversion of the principal and accrued interests of the Notes worth $202,857 due in the month, at the conversion price of $0.141 per share, which was equal to 75% of the average of the closing bid prices for the common stock for the five trading days prior to the date of conversion.

Also during the quarter ended June 30, 2007, 7,385,328 shares were issued for repayment of principal and accrued interests of the Notes worth $502,067 at an average conversion price of $0.068 per share.

On April 12, 2007, the Company granted 3,199,405 options to purchase shares of common stock at an excise price of $0.14 to officers, employees and consultants of the Company. Such options have a ten-year life and are vested within 5 years.

On June 7, 2007, the Company issued an aggregate of 10,806,964 shares of common stock to two investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company. According to this Favored Nations Provision, if at any time shares are held by such investors until three years after the Actual Effective Date, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share of Common Stock or exercise price per share of Common Stock which shall be less than the per share Purchase Price of the Shares, or less than the exercise price per Warrant Share, respectively, without the consent of each of such investors holding Shares, Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each of such investors so that the average per share purchase price of the shares of Common Stock issued to the investors (of only the Shares or Warrant Shares still owned by the investors) is equal to such other lower price per share and the Warrant Exercise Price shall automatically be reduced to such other lower price per share.

During the quarter ended September 30, 2007, 10,766,110 shares were issued for repayment of principal and accrued interests of the Notes worth $344,473 at an average conversion price of $0.032 per share.

During the quarter ended September 30, 2007, the Company further issued an aggregate of 16,286,513 shares of common stock to the two same investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company.

8

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

(UNAUDITED)

NOTE 5 - STOCKHOLDERS' EQUITY (continued)

SECURED CONVERTIBLE PROMISSORY NOTES

On December 13, 2006, the Company entered into a Subscription Agreement with respect to the issuance and sale of $3,000,000 aggregate principal amount of its Secured Convertible Promissory Notes due December 13, 2008. The Notes are convertible at the option of the holders at any time into shares of the Company’s common stock. Prior to the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at a per share conversion price equal to $0.25 per share. Following the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at the lesser of $0.25 per share and 75% of the average of the closing bid prices for the common stock for the five trading days prior to the date of conversion. The Notes bear interest at a rate of eight percent (8%) per annum. Monthly payments, consisting of principal and accrued interest on the Notes shall commence March 13, 2007. The Company may, at its option pay the monthly payments in the form of either cash or shares of common stock. In the event that the Company elects to pay the monthly amount in cash, the Company shall be obligated to pay 115% of the principal amount component of the monthly amount and 100% of all other components of the monthly amount. In the event that the Company elects to pay the monthly amount in shares of common stock, the stock shall be valued at an applicable conversion rate equal to the lesser of $0.25 per share or seventy five percent (75%) of the average of the closing bid price of the common stock on the principal market on which the common stock is then traded or included for quotation for the five trading days preceding the applicable repayment date.

Provided that an Event of Default has not occurred, the Company may, at its option, prepay the outstanding principal amount of the Notes, in whole or in part, at any time upon 30 days written notice to the holders by paying 120% of the principal amount to be repaid together with accrued interest plus any other sums due thereon to the date of redemption. The Notes are secured by a Security Agreement entered into by and among the Company, CQCL, CBL, and QCCN and Barbara R. Mittman, as collateral agent for the purchasers of the Notes. The obligations of the Company under the Subscription Agreement with respect to the Notes and the Notes are guaranteed by the CQCL, CBL and QCCN pursuant to a Guaranty, dated as of December 13, 2006, entered into by the CQCL, CBL and QCCN, for the benefit of the purchasers of the Notes.

In connection with the sale of the Notes, the Company also issued to the purchasers of the Notes, Class A Warrants to purchase up to an aggregate of 6,000,000 shares of common stock and Class B Warrants to purchase up to an aggregate of 6,000,000 shares of common stock (each a “Warrant” and collectively, the “Warrants”). One Class A Warrant and one Class B Warrant were issued for each two shares of common stock that would have been issuable on the closing date assuming the complete conversion of the Notes on such date. The Class A Warrants have an exercise price of $0.30 per share and the Class B Warrants have an exercise price of $0.40.

Melton Management Ltd. acted as the finder with respect to the issuance and sale of the Notes and received a warrant to purchase 2,400,000 shares of our common stock at an exercise price of $0.30 per share.

9

CHINA BIOPHARMA, INC.

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007 AND 2006

(UNAUDITED)

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company records material related party transactions. Those charges, if any, are included in general and administrative expenses.

The Company occasionally engages in advances to and advances from related parties. The advances have no stated terms of repayment and carry no interest.

Following is a summary of transactions and balances with affiliated entities and related parties for 2007 and 2006:

					For the period from
					September 13, 2000
	September 30,				(date of inception) to
	2007		2006		September 30, 2007
Revenues from related parties	$	-	$	-	$	93,546
Purchases and expenses to
related parties	$	-	$	1,200	$	214,541
Due from related parties	$	41,038	$	329,208	$	41,038
Due to officers	$	1,017,016	$	874,442	$	1,017,016

Amounts due to officers consist of advances from the Company's CEO to fund the Company's operations. It also includes compensation deferred by the Company's CEO and CFO. No written repayment agreements exist with either officer. Amounts are unsecured, non-interest bearing and due upon demand.

NOTE 7- SUBSEQUENT EVENTS

In October 2007, the Company issued an aggregate of 3,221,786 shares of common stock to the holders of the Secured Convertible Promissory Notes as conversion of the principal and accrued interest of the Notes worth approximately $53,000 at the average conversion price of $0.0164 per share.

In October 2007, the Company further issued an aggregate of 21,697,550 shares of common stock to the investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company. According to this Favored Nations Provision, if at any time shares are held by such investors until three years after the Actual Effective Date, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share of Common Stock or exercise price per share of Common Stock which shall be less than the per share Purchase Price of the Shares, or less than the exercise price per Warrant Share, respectively, without the consent of each of such investors holding Shares, Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each of such investors so that the average per share purchase price of the shares of Common Stock issued to the investors (of only the Shares or Warrant Shares still owned by the investors) is equal to such other lower price per share and the Warrant Exercise Price shall automatically be reduced to such other lower price per share.

On November 13, 2007, the Board of Directors of the Company by unanimous written consent approved Mr. John F. Murray to resign from the position of Chief Financial Officer for personal matters, and appointed Mr. Chunhui Shu to serve as Interim Chief Financial Officer of the Company, effective immediately.

10

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations or Plan of Operations.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

You should read the following discussion together with the more detailed business information and consolidated financial statements and related notes that appear elsewhere in this report and in the documents that we incorporate by reference into this report. This report may contain certain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by our use of words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative or other variations of these words, or other comparable words or phrases. This information involves risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Part I, Item 1 of our annual report on Form 10-KSB under the caption “Risk Factors,” which annual report was filed on March 29, 2007.

Unless the context requires otherwise, references to "we," "us," "our," "China Biopharma" and the "Company" refer to China Biopharma, Inc. and its consolidated subsidiaries.

CRITICAL ACCOUNTING POLICIES

See “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements December 31, 2006 in our annual report on Form 10-KSB filed on March 29, 2007 for our critical accounting policies. These policies include revenue recognition, determining our allowance for doubtful accounts receivable, accounting for cost of revenue, valuation of long-lived assets and research and development costs.

BUSINESS OVERVIEW

The Company is a provider of bio-pharmaceutical products with its focus mainly on the development and sale of human vaccines. In 2006, the Company re-focused its business from telecommunications to bio-pharmaceuticals. Currently, the Company develops its products in China and distributes the products mainly in China. The Company has established its distribution and development platform in China and as a result of its acquisition of its interest in its subsidiary, Hainan CITIC Bio-pharmaceutical Development Co., Ltd. (“HCBD”) and, as a result of its joint venture with Zhejiang Tianyuan Bio-pharmaceutical Co., Ltd. (“Zhejiang Tianyuan”)

The emphasis of the Company’s business is on the development of technology and the marketing of products rather than on manufacturing. It is the Company’s goal to operate efficiently and in compliance with applicable regulations and to reduce the risk of any potential factory contaminations with respect to its products. The Company believes that it has been successful in establishing business relationships with a number of local and global manufacturers with the goal of introducing bio-pharmaceutical products to the market. The Company believes that it has built a management team that will be able to work toward implementing its business plan.

11

Description of Company

The Company was incorporated as Techedge, Inc. in Delaware in July 2002 to serve as the successor to the business and interests of BSD Development Partners, LTD. (“BSD”). BSD was a Delaware limited partnership formed in 1997 for the purpose of investing in the intellectual property of emerging and established companies. BSD merged with Techedge in September 2002. From September 2002 until June 2004, Techedge endeavored to continue the business of BSD and sought to enhance the liquidity of the securities owned by its investors by becoming subject to the reporting requirements of the Securities Exchange Act of 1934 and by seeking to have its common stock quoted on the OTC Bulletin Board, or OTCBB.

On June 9, 2004, Techedge acquired all of the issued and outstanding stock of China Quantum Communication Limited, or CQCL, pursuant to a share exchange agreement, by and among Techedge, certain of its stockholders, CQCL and its stockholders (the “Share Exchange”). In connection with the Share Exchange, Techedge’s then existing directors and officers resigned as directors and officers of Techedge and were replaced by directors and officers designated by CQCL.

Following the Share Exchange, Techedge refocused its business efforts on developing and providing its IP-based personal communication service, a regional mobile voice over IP (“VoIP”) service delivered on unlicensed low-power PCS frequencies through IP-enabled local transceiver and IP-centric soft-switched networks, operating on an advanced proprietary software centric multi-service global communication service platform and management system. Techedge continued operating CQCL’s communications service business through CQCL and CQCL’s wholly-owned subsidiaries, China Quantum Communications Inc., a Delaware corporation, and Guang Tong Wang Luo Ke Ji (China) Co. Ltd. (also known as Quantum Communications (China) Co., Ltd.), a Chinese company.

On January 26, 2006, the Company announced its plans to re-position itself for bio-pharmaceutical and other high growth opportunities in China, while continuing its commercialization of its high potential mobile VoIP services.

In conjunction with the Company’s re-positioning plans, on February 27, 2006 the Company entered into an agreement to transfer ownership of its Chinese subsidiary Zheijang Guang Tong Wang Luo Co., Ltd to third parties. On January 1, 2006, the Company also entered into an agreement to transfer ownership of its U.S. subsidiary China Quantum Communications, Inc. to a former employee.

During the quarter ended June 30, 2006, the Company entered into a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding capital stock of China BioPharma Limited (“CBL”), a Cayman Islands company, which has rights to invest in Tianyuan Bio-Pharmaceuticals Company, Ltd. and Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”). In exchange for 100% of the outstanding capital of CBL, the Company issued a total of 3,000,000 shares of restricted common stock to CBL’s stockholders.

On July 14, 2006, Techedge and China Biopharma, Inc. (“CBI”), a Delaware corporation and a wholly-owned subsidiary of Techedge, executed and delivered a Plan and Agreement of Merger whereby the parties agreed to merge CBI with and into Techedge, with Techedge being the surviving corporation. By virtue of, and effective upon the consummation of the merger, the Certificate of Incorporation of the Company was amended to change its name from “Techedge, Inc.” to “China Biopharma, Inc.”. The merger became effective on August 10, 2006.

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In April 2006, ZTBC acquired 20% of the outstanding stock of Hainan CITIC Bio-pharmaceutical Development Co., Ltd. from three individuals in consideration for a payment of $600,000; In August 2006, ZTBC acquired an additional 40% of the outstanding stock of HCBD from CITIC Pharmaceutical and China Biological Engineering Corporation in consideration for a payment of $1,200,000. In December 2006, ZTBC acquired another 10% of the outstanding stock of HCBD from one individual in consideration for a payment of $300,000.

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto:

RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2007 and 2006

Revenue

Revenue increased by $161,692 for the three months ended September 30, 2007 compared to $0 for the three months ended September 30, 2006. As a result of the Company’s re-positioning for bio-pharmaceutical opportunities in China and its exit from communications services in the U.S., there was no revenue in the third quarter of 2006, and all of the Company’s revenue during the three months ended September 30, 2007 was generated from the vaccine and other bio-pharmaceutical products distribution business solely as a result of consolidation of the financials of HCBD for the period. Due to recent regulation change in bio-pharmaceutical products distribution in China, the Company predicts that it would generate lower sales revenue than its sales target for 2007.

Cost of Revenue and Gross Margin

Cost of sales increased by $153,747 for the three months ended September 30, 2007 compared to $0 for three months ended September 30, 2006. For the three months ended September 30, 2007, cost of sales was comprised of the purchasing of vaccine and other bio-pharmaceutical products. There was no revenue and therefore no cost of sales in the third quarter of 2006.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consisted primarily of labor cost and related overhead costs for sales, marketing, finance, legal, human resources and general management. Such costs also include the expenses recognized for stock-based compensation pursuant to FAS 123(R).

SG&A expenses increased by $132,150 to $298,515 in the three months ended September 30, 2007 from $166,365 in the three months ended September 30, 2006. The increase was mainly attributed to the increase in costs related to being a public company including professional services related to auditing, legal and other services, as well as $12,594 for stock-based compensation expenses recognized in the period.

Interest Expense

Interest expense net of interest income, was $44,836 for the three months ended September30, 2006, primarily comprised of $45,552 accrued interest for the $3,000,000 Secured Convertible Promissory Notes at an interest rate of 8% per annum.

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Income Taxes

The Company has been incurring operating losses over the years and therefore is only required to accrue and pay minimum taxes according to local tax regulations. No income tax provision has been recorded for the three months ended September 30, 2007 or 2006 as a result of the accumulated operating losses incurred.

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Comprehensive Loss

Comprehensive loss increased by $4,877 to $171,242 for the three months ended September 30, 2007 compared to $166,365 for three months ended September 30, 2006. The increase was primarily due to the increase in SG&A for the period, partially offset by other comprehensive income for amount of $65,212 for the period, resulting from foreign currency translation gains.

For the Nine Months Ended September 30, 2007 and 2006

Revenue

Revenue increased by $410,390 for the nine months ended September 30, 2007 compared to $0 for the nine months ended September 30, 2006. As a result of the Company’s re-positioning for bio-pharmaceutical opportunities in China and its exit from communications services in the U.S., there was no revenue in the first nine months of 2006, and all of the Company’s revenue during the nine months ended September 30, 2007 was generated from the vaccine and other bio-pharmaceutical products distribution business solely as a result of consolidation of the financials of HCBD for the period. Due to recent regulation change in bio-pharmaceutical products distribution in China, the Company predicts that it would generate lower sales revenue than its sales target for 2007.

Cost of Revenue and Gross Margin

Cost of sales increased by $383,195 for the nine months ended September 30, 2007 compared to $0 for nine months ended September 30, 2006. For the nine months ended September 30, 2007, cost of sales was comprised of the purchasing of vaccine and other bio-pharmaceutical products. There was no revenue and therefore no cost of sales in the first nine months of 2006.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consisted primarily of labor cost and related overhead costs for sales, marketing, finance, legal, human resources and general management. Such costs also include the expenses recognized for stock-based compensation pursuant to FAS 123(R).

SG&A expenses increased by $964,977 to $1,446,402 in the nine months ended September 30, 2007 from $481,425 in the nine months ended September 30, 2006. The increase was mainly attributed to the increase in costs related to being a public company including professional services related to auditing, legal and other services, as well as $165,458 for stock-based compensation expenses recognized in the period.

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Interest Expense

Interest expense net of interest income, was $157,048 for the ninemonths ended September30, 2006, primarily comprised of $160,000 accrued interest for the $3,000,000 Secured Convertible Promissory Notes at an interest rate of 8% per annum.

Income Taxes

The Company has been incurring operating losses over the years and therefore is only required to accrue and pay minimum taxes according to local tax regulations. No income tax provision has been recorded for the nine months ended September 30, 2007 or 2006 as a result of the accumulated operating losses incurred.

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Comprehensive Loss

Comprehensive loss increased by $763,904 to $1,293,471 for the nine months ended September 30, 2007 compared to $529,567 for the nine months ended September 30, 2006. The increase was primarily due to the increase in SG&A for the period, partially offset by other comprehensive income for amount of $134,641 for the period, resulting from foreign currency translation gains.

LIQUIDITY AND CAPITAL RESOURCES

Working capital

As of September 30, 2007, the Company had combined cash and cash equivalents of $678,275 and working capital deficit of $574,237, as compared to cash and cash equivalents of $2,307,799 and working capital of $813,682, respectively, at December 31, 2006. The decrease in our working capital was primarily due to the decrease in current assets, mainly in cash and cash equivalents, to cover the operating expenses. Our current liabilities of $5,465,801 included $1,814,286 in current portion of the two-year Secured Convertible Promissory Notes, and $1,017,016 in loans from and deferred compensation due to the officers of the Company which are payable on demand.

For the nine months ended September 30, 2007, the Company used approximately $1,919,072 of cash for operations as compared to approximately $15,096 for the same period in 2006. This was mainly attributive to the Company’s increased loss during the nine months ended September 30, 2007 as compared the same period in 2006, attributed to the factors discussed above; and increase in assets in terms of other receivables and inventory, and decrease in other liabilities between the two periods.

There was no cash flow incurred in investing activities other than $5,693 inflow for the nine months ended September 30, 2007 due to disposal of fixed assets. Payment for principal and interest of the Secured Convertible Promissory Notes was made in form of common stock and thus no cash flow incurred.

The management of the Company acknowledges that its existing cash and cash equivalents may not be sufficient to fund its operations over the next 12 months. Therefore, the ability of the Company to continue as a going concern will be dependent on whether the Company can generate sufficient revenue or obtain funding from alternative sources.

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Capital Stock Transactions

In February 2005, the Company completed a private placement of 260,000 shares of common stock at a price of $1.00 per share, or gross proceeds of $260,000.

During the quarter ended, June 30, 2005, the Company granted 402,000 fully vested, non-forfeitable warrants to purchase shares of common stock to two consultants for services in addition to cash payments. Also during the quarter ended, June 30, 2005, the Company granted 100,000 fully vested, non-forfeitable shares of common stock to a consultant for services.

In April 2005, the Company completed a private placement of 95,000 shares of common stock at a purchase price of $1.00 per share, or gross proceeds of $95,000, and, for no additional consideration, a cashless 2-year warrant to purchase an additional 95,000 shares at an exercise price of $1.50 per share. A value of $36,770 of the proceeds has been allocated to the warrant.

In May 2005, the Company completed a private placement of 500,000 shares of common stock at a purchase price of $0.50 per share, or gross proceeds of $250,000, and for no additional consideration, a cashless 5-year warrant to purchase an additional 147,059 shares at an exercise price of $0.75 per share. A value of $71,470 of the proceeds has been allocated to the warrant.

Also in May 2005, the Company completed a private placement of 500,000 shares of common stock at a purchase price of $0.50 per share, or gross proceeds of $250,000, and for no additional consideration, a cashless 5-year warrant to purchase an additional 147,059 shares at an exercise price of $0.75 per share. A value of $68,240 of the proceeds has been allocated to the warrant.

In July 2005, the Company completed a private placement of 1,000,000 of common stock at a purchase price of $0.50 per share, or gross proceeds of $500,000 and, for no additional consideration, a cashless 5-year warrant to purchase an additional 400,000 shares at an exercise price of $0.75 per share. A value of $168,000 of the proceeds has been allocated to the warrant.

Also in July 2005, the Company entered into a service agreement pursuant to which the Company agreed to issue warrants to purchase up to an aggregate of 200,000 shares (the “Service Warrant Shares”) of the Company’s common stock in exchange for investor relations services. The Company had the right to terminate the service agreement at any time on or after October 5, 2005, upon 30 days prior written notice. The Service Warrant Shares were scheduled to vest in accordance with the following schedule and are purchasable at the following exercise prices:

·   50,000 Service Warrant Shares were immediately vested and may be purchased at an exercise price of $0.90 per share;

·   50,000 Service Warrant Shares were scheduled to vest on the 91st day following the date of the service agreement and were purchasable at an exercise price of $1.10 per share;

·   50,000 Service Warrant Shares were scheduled to vest on the 181st day following the date of the service agreement and were purchasable at an exercise price of $1.30 per share;

·   50,000 Service Warrant Shares were scheduled to vest on the 271st day following the date of the service agreement and were purchasable at an exercise price of $1.50 per share.

The warrants shall terminate on the 24-month anniversary of the effective date of a registration statement filed by the Company to register the resale of the Service Warrant Shares; provided, however, in the event that the Company elects to terminate the service agreement early as described above, the warrants will immediately terminate as to any Service Warrant Shares that are not then vested. By October 5, 2005, the Company terminated the service agreement, resulting in only 50,000 Service Warrant Shares vested with an exercise price of $0.90 per share.

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On January 24, 2006, the Company granted 2,701,000 options, of which all are fully vested, to purchase shares of common stock at an exercise price of $0.52, to officers, employees and consultants of the Company.

On January 26, 2006, the Company announced its plans to re-position itself for bio-pharmaceutical and other high growth opportunities in China, while continuing its commercialization of its high potential mobile VoIP solutions.

In conjunction with the Company’s re-positioning plans, on February 27, 2006 the Company entered into an agreement to transfer ownership of its Chinese subsidiary Zhejiang Guang Tong Wang Luo Co., Ltd (ZJQC) to third parties. On January 1, 2006, the Company also entered into an agreement to transfer ownership of its U.S. subsidiary China Quantum Communications, Inc. to a former employee.

During the quarter ended June 30, 2006, the Company entered into a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding capital stock of CBL, which has rights to invest in Tianyuan Bio-Pharmaceuticals Company, Ltd. and Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”). In exchange for 100% of the outstanding capital of CBL, the Company issued a total of 3,000,000 shares of restricted common stock.

In December 2006, the Company amended its Certificate of Incorporation to increase the number authorized shares of its common stock from 100,000,000 to 200,000,000.

On December 13, 2006, the Company entered into a Subscription Agreement with respect to the issuance and sale of $3,000,000 aggregate principal amount of its Secured Convertible Promissory Notes due December 13, 2008. The Notes are convertible at the option of the holders at any time into shares of the Company’s common stock. Prior to the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at a per share conversion price equal to $0.25 per share. Following the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at the lesser of $0.25 per share and 75% of the average of the closing bid prices for the common stock for the five trading days prior to the date of conversion. The Notes bear interest at a rate of eight percent (8%) per annum. The Company’s obligation to make monthly payments, consisting of principal of and accrued interest on the Notes commenced on March 13, 2007. The Company may, at its option pay the monthly payments in the form of either cash or shares of common stock. In the event that the Company elects to pay the monthly amount in cash, the Company shall be obligated to pay 115% of the principal amount component of the monthly amount and 100% of all other components of the monthly amount. In the event that the Company elects to pay the monthly amount in shares of common stock, the stock shall be valued at an applicable conversion rate equal to the lesser of $0.25 per share or seventy five percent (75%) of the average of the closing bid price of the common stock on the principal market on which the common stock is then traded or included for quotation for the five trading days preceding the applicable repayment date. Provided that an Event of Default has not occurred, the Company may, at its option, prepay the outstanding principal amount of the Notes, in whole or in part, at any time upon 30 days written notice to the holders by paying 120% of the principal amount to be repaid, together with accrued interest thereon plus any other sums due to the date of redemption. The Notes are secured by a Security Agreement entered into by and among the Company, CQCL, CBL, and QCCN and Barbara R. Mittman, as collateral agent for the purchasers of the Notes. The obligations of the Company under the Subscription Agreement with respect to the Notes and the Notes are guaranteed by the CQCL, CBL and QCCN pursuant to a Guaranty, dated as of December 13, 2006, entered into by the CQCL, CBL and QCCN, for the benefit of the purchasers of the Notes.

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In connection with the sale of the Notes, the Company also issued to the purchasers of the Notes, Class A Warrants to purchase up to an aggregate of 6,000,000 shares of common stock and Class B Warrants to purchase up to an aggregate of 6,000,000 shares of common stock. One Class A Warrant and one Class B Warrant were issued for each two shares of common stock that would have been issuable on the closing date assuming the complete conversion of the Notes on such date. The Class A Warrants have an exercise price of $0.30 per share and the Class B Warrants have an exercise price of $0.40.

Melton Management Ltd. acted as the finder with respect to the issuance and sale of the Notes and received a warrant to purchase 2,400,000 shares of our common stock at an exercise price of $0.30 per share.

In January 2007, one employee of the Company exercised stock options to purchase 25,000 shares of the common stock of the Company at exercise price of $0.20 per share. The Company received total net proceeds of $4,985.

In March 2007, the Company issued an aggregate of 1,438,703 shares of common stock to the holders of the Secured Convertible Promissory Notes as conversion of the principal and accrued interests of the Notes worth $202,857.14 at the conversion price of $0.141 per share, which was equal to 75% of the average of the closing bid prices for the common stock for the five trading days prior to the date of conversion.

Also during the quarter ended June 30, 2007, 7,385,328 shares were issued for repayment of principal and accrued interests of the Notes worth $502,067 at an average conversion price of $0.068 per share.

On April 12, 2007, the Company granted 3,199,405 options to purchase shares of common stock at an excise price of $0.14 to officers, employees and consultants of the Company. Such options have a ten-year life and are vested within 5 years.

On June 6, 2007, the Company issued an aggregate of 10,806,964 shares of common stock to two investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company. According to this Favored Nations Provision, if at any time shares are held by such investors until three years after the Actual Effective Date, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share of Common Stock or exercise price per share of Common Stock which shall be less than the per share Purchase Price of the Shares, or less than the exercise price per Warrant Share, respectively, without the consent of each of such investors holding Shares, Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each of such investors so that the average per share purchase price of the shares of Common Stock issued to the investors (of only the Shares or Warrant Shares still owned by the investors) is equal to such other lower price per share and the Warrant Exercise Price shall automatically be reduced to such other lower price per share.

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During the quarter ended September 30, 2007, 10,766,110 shares were issued for repayment of principal and accrued interests of the Notes worth $344,473 at an average conversion price of $0.032 per share.

During the quarter ended September 30, 2007, the Company further issued an aggregate of 16,286,513 shares of common stock to the two same investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company.

Need for current financing

Our ability to continue as a going concern is dependent upon our ability to raise capital in the near term to: (1) satisfy our current obligations, and (2) continue our planned re-positioning for bio-pharmaceutical opportunities in China. We do not have sufficient capital to fund our operations at the current level unless we receive additional capital either through external independent or related party funding, revenues from sales, further expense reductions or some combination thereof.

SUBSEQUENT EVENTS

In October 2007, the Company issued an aggregate of 3,221,786 shares of common stock to the holders of the Secured Convertible Promissory Notes as conversion of the principal and accrued interests of the Notes worth approximately $52,958.46 at the average conversion price of $0.0164 per share.

In October 2007, the Company further issued an aggregate of 21,697,550 shares of common stock to the investors pursuant to Section 12(c), “Favored Nations Provision,” of the Securities Purchase Agreement dated April 29, 2005, as amended, between the investors and the Company. According to this Favored Nations Provision, if at any time shares are held by such investors until three years after the Actual Effective Date, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share of Common Stock or exercise price per share of Common Stock which shall be less than the per share Purchase Price of the Shares, or less than the exercise price per Warrant Share, respectively, without the consent of each of such investors holding Shares, Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each of such investors so that the average per share purchase price of the shares of Common Stock issued to the investors (of only the Shares or Warrant Shares still owned by the investors) is equal to such other lower price per share and the Warrant Exercise Price shall automatically be reduced to such other lower price per share.

On November 13, 2007, the Board of Directors of the Company by unanimous written consent approved Mr. John F. Murray to resign from the position of Chief Financial Officer for personal matters, and appointed Mr. Chunhui Shu to serve as Interim Chief Financial Officer of the Company, effective immediately.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

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Item 3.Controls and Procedures.

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.Legal Proceedings.

None

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.Defaults Upon Senior Securities.

None.

Item 4.Submission of Matters to a Vote of Security Holders.

None.

Item 5.Other Information.

None.

Item 6.Exhibits.

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007.
31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007.
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2007	CHINA BIOPHARMA, INC.
	By:	/s/ Peter Wang
		Name: Peter Wang Title: Chairman, Chief Executive Officer

By:	/s/ Chunhui Shu
	Name: Chunhui Shu Title: Chief Financial Officer

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